Self-Regulatory Organizations; Nasdaq BX, Inc.; Notice of Filing and Immediate Effectiveness of Proposed Rule Change To Repeal the Restated Certificate of Incorporation and Adopt a Certificate of Formation and Company Agreement
Published Date: 2/3/2026
Notice
Summary
Nasdaq BX is switching things up by changing from a corporation to a Texas limited liability company called Nasdaq Texas, LLC. This means new official papers, a new name, and a new office address, but no big changes to how it runs day-to-day. The change is already in effect, so members and investors should take note now!
Analyzed Economic Effects
4 provisions identified: 2 benefits, 2 costs, 0 mixed.
Nasdaq BX converts to Texas LLC
Nasdaq BX is changing from a Delaware corporation to a Texas limited liability company named "Nasdaq Texas, LLC." The change uses a Certificate of Formation and an LLC Agreement, and the registered office address will move to 1999 Bryan Street, Suite 900, Dallas, TX 75201.
Stockholder rights eliminated; Sole Member control
Under the conversion, the Exchange will eliminate stockholders and capital stock; responsibilities formerly held by the sole stockholder will shift to a Sole LLC Member (Nasdaq, Inc.), and the Sole LLC Member shall select a Director.
Bylaws: committees and indemnification changed
The Exchange will amend its Bylaws and LLC Agreement to remove certain provisions (including the Arbitration and Mediation Committee and a fiscal-year definition) and move indemnification clauses into the LLC Agreement. The filing notes limits such as disallowing advancement of expenses in certain circumstances and a right to recover advancement if not paid in full within 60 days.
Rules and fees remain unchanged; immediate effect
The Exchange states the conversion will not substantively change its existing rules or fee schedules (only technical amendments) and that its duties as a national securities exchange remain unaffected. The Commission waived the usual 30-day delay so the change was designated operative upon filing (filed January 21, 2026).
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